Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 01, 2024 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-41825 | |
Entity Registrant Name | SPARK I ACQUISITION CORPORATION | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 87-1738866 | |
Entity Address, Address Line One | 3790 El Camino Real | |
Entity Address, City or Town | Unit #570Palo Alto | |
Entity Address State Or Province | CA | |
Entity Address, Postal Zip Code | 94306 | |
City Area Code | 650 | |
Local Phone Number | 353-7082 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001884046 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Class A ordinary shares | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 10,000,000 | |
Class B ordinary shares | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 6,422,078 | |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | ||
Document and Entity Information | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | SPKLU | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares, $0.0001 par value | ||
Document and Entity Information | ||
Title of 12(b) Security | Class A ordinary shares, $0.0001 par value | |
Trading Symbol | SPKL | |
Security Exchange Name | NASDAQ | |
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | ||
Document and Entity Information | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | |
Trading Symbol | SPKLW | |
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current Assets: | ||
Cash | $ 932,714 | $ 1,404,174 |
Prepaid expenses | 196,845 | 156,541 |
Total Current Assets | 1,129,559 | 1,560,715 |
Cash and cash equivalents held in trust | 103,003,819 | 101,677,510 |
Other assets | 51,499 | 77,248 |
Total Assets | 104,184,877 | 103,315,473 |
Current Liabilities: | ||
Accrued expenses and offering costs | 504,202 | 408,676 |
Related party payable | 3,500 | |
Total Current Liabilities | 507,702 | 408,676 |
Deferred underwriting fee payable | 3,500,000 | 3,500,000 |
Total Liabilities | 4,007,702 | 3,908,676 |
Commitments and contingencies (Note 6) | ||
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 246,705 | |
Accumulated deficit | (2,827,286) | (2,518,060) |
Total Shareholders' Deficit | (2,826,644) | (2,270,713) |
Total Liabilities and Shareholders' Deficit | 104,184,877 | 103,315,473 |
Class A ordinary shares subject to possible redemption | ||
Current Liabilities: | ||
Class A ordinary shares subject to possible redemption; 10,000,000 shares at redemption value of $10.30 and $10.17 as of March 31, 2024 and December 31, 2023, respectively | 103,003,819 | 101,677,510 |
Class B ordinary shares | ||
Shareholders' Deficit: | ||
Ordinary shares | $ 642 | $ 642 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preference shares, share issued (in shares) | 0 | 0 |
Preference shares, share outstanding (in shares) | 0 | 0 |
Class A ordinary shares | ||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Class A ordinary shares subject to possible redemption | ||
Ordinary shares subject to possible redemption, par value (in Dollars per share) | $ 10.30 | $ 10.17 |
Temporary equity shares outstanding (in shares) | 10,000,000 | 10,000,000 |
Class A ordinary shares not subject to possible redemption | ||
Common shares shares issued (in shares) | 0 | 0 |
Common shares, shares outstanding (in shares) | 0 | 0 |
Class B ordinary shares | ||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common shares shares issued (in shares) | 6,422,078 | 6,422,078 |
Common shares, shares outstanding (in shares) | 6,422,078 | 6,422,078 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Administration and consulting fees - related party | $ 321,215 | $ 13,815 |
Operating expenses | 234,717 | 339,541 |
TOTAL EXPENSES | 555,932 | 353,356 |
Operating account interest income | 1 | |
Interest earned on investments held in Trust Account | 1,326,309 | |
TOTAL OTHER INCOME | 1,326,310 | |
Net income (loss) | $ 770,378 | $ (353,356) |
Class A ordinary shares | ||
Weighted average shares outstanding basic (in shares) | 10,000,000 | |
Weighted average shares outstanding diluted (in shares) | 10,000,000 | |
Basic net loss per ordinary share (in $ per share) | $ 0.05 | |
Diluted net loss per ordinary share (in $ per share) | $ 0.05 | |
Class B ordinary shares | ||
Weighted average shares outstanding basic (in shares) | 6,422,078 | 6,422,078 |
Weighted average shares outstanding diluted (in shares) | 6,422,078 | 6,422,078 |
Basic net loss per ordinary share (in $ per share) | $ 0.05 | $ (0.06) |
Diluted net loss per ordinary share (in $ per share) | $ 0.05 | $ (0.06) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Ordinary Shares Class B ordinary shares | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance, at beginning of period at Dec. 31, 2022 | $ 687 | $ 24,313 | $ (1,787,157) | $ (1,762,157) |
Balance, at end of period (in shares) at Dec. 31, 2022 | 6,870,130 | |||
Stockholders Equity | ||||
Net Income (Loss) | (353,356) | (353,356) | ||
Balance, at end of period at Mar. 31, 2023 | $ 687 | 24,313 | (2,140,513) | (2,115,513) |
Balance, at end of period (in shares) at Mar. 31, 2023 | 6,870,130 | |||
Balance, at beginning of period at Dec. 31, 2023 | $ 642 | 246,705 | (2,518,060) | (2,270,713) |
Balance, at end of period (in shares) at Dec. 31, 2023 | 6,422,078 | |||
Stockholders Equity | ||||
Net Income (Loss) | 770,378 | 770,378 | ||
Remeasurement of Class A ordinary shares subject to possible redemption | $ (246,705) | (1,079,604) | (1,326,309) | |
Balance, at end of period at Mar. 31, 2024 | $ 642 | $ (2,827,286) | $ (2,826,644) | |
Balance, at end of period (in shares) at Mar. 31, 2024 | 6,422,078 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ 770,378 | $ (353,356) |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Interest earned on investments held in Trust Account | (1,326,309) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (40,304) | 32,236 |
Other assets | 25,749 | (18,421) |
Deferred offering costs | (1,267) | |
Related party payable | 3,500 | |
Accrued expenses and offering costs | 95,526 | 13,900 |
Net Cash Used In Operating Activities | (471,460) | (326,908) |
Cash Flows From Financing Activities: | ||
Payments of offering costs | (102,684) | |
Net Cash Used in Financing Activities | (102,684) | |
Net change in cash | (471,460) | (429,592) |
Cash at beginning of period | 1,404,174 | 587,641 |
Cash at end of period | 932,714 | $ 158,049 |
Supplemental disclosure of non-cash financing activities: | ||
Remeasurement of Class A ordinary shares to redemption value | $ 1,326,309 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | 3 Months Ended |
Mar. 31, 2024 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN Spark I Acquisition Corporation (the “Company”) was incorporated in the Cayman Islands on July 12, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2024, the Company had not commenced any operations. All activity for the period from July 12, 2021 (inception) through March 31, 2024 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and since closing the Initial Public Offering, a search for a business combination candidate. The Company will not generate any operating revenues until after the completion an initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on September 29, 2023. On October 11, 2023, the Company consummated its Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $100,000,000, which is discussed in Note 3, and the sale of 8,490,535 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in private placements to SLG SPAC Fund LLC (the “Sponsor”) that closed simultaneously with the Initial Public Offering. The Company incurred offering costs of $6,590,678, including underwriting fees of $2,000,000, deferred underwriting fees of $3,500,000 (see Note 5) and other costs of $1,090,678. On October 10, 2023, the underwriter informed the Company that it will not be exercising the over-allotment option. As a result, the Sponsor forfeited an aggregate of 448,052 Class B ordinary shares of the Company, par value $0.0001 per share. Such forfeited shares were cancelled by the Company prior to the consummation of the Initial Public Offering. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering, management has agreed that $10.05 per Unit sold in the Initial Public Offering, including proceeds of the sale of the Private Placement Warrants, will be held in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.05 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement that may be contained in the agreement relating to the Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires a resolution be passed by a majority of the holders of ordinary shares as, being entitled to do so, vote in person or by proxy at a general meeting of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against an initial Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment. If the Company has not completed a Business Combination by July 11, 2025 (the ‘Combination Period”), or the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.05 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.05 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor have it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Company’s initial business combination and redemptions could be reduced to less than $10.05 per public share. In such event, the Company may not be able to complete its initial business combination, and the investors would receive such lesser amount per share in connection with any redemption of their public shares. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity and Capital Resources As of March 31, 2024, the Company had $932,714 in its operating bank account, $103,003,819 in the Trust Account and working capital of $621,857. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). However, the Company has future obligations to management, consultants, and directors that will likely extinguish the cash balance within approximately a year from the filing date of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements—Going Concern, the Company was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before July 11, 2025. There is no assurance that the Company will obtain the necessary approvals or raise the additional capital it needs to fund its business operations and complete any business combination prior to July 11, 2025, if at all. The Company also has no approved plan in place to extend the business combination deadline beyond July 11, 2025, and lacks the capital resources needed to fund operations and complete any business combination, even if the deadline to complete a business combination is extended to a later date. Management has determined that the liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements. No adjustments have been made to the carrying amounts of assets or liabilities. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The escalation in October 2023 of the conflict between Israel and Hamas also could cause disruptions to global economic conditions and effect the stability of the Middle East region. It is unknown how long any of these disruptions will continue and whether such disruptions will become more severe. The impact of these conflicts on the world economy is not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. For the year ended December 31, 2023, offering costs of $364,639 associated with the Class A ordinary shares were charged to shareholders’ deficit upon the completion of the Initial Public Offering. Class A Ordinary Shares Subject to Possible Redemption As discussed in Note 3, all of the 10,000,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including shares of Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001. Accordingly, at March 31, 2024 and 2023, the 10,000,000 and 0, respectively, Class A ordinary shares subject to possible redemption in the amount of $103,003,819 and $0 at redemption value per Public Share are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. As of March 31, 2024, the amount of Class A ordinary shares reflected on the balance sheet are reconciled in the following table: March 31, 2024 Beginning balance, January 1, 2024 $ 101,677,510 Plus: Remeasurement adjustment on redeemable ordinary shares 1,326,309 Class A ordinary shares subject to possible redemption, March 31, 2024 $ 103,003,819 Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the year. The Company applies the two-class method in calculating earnings per share. The remeasurement adjustment associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the Private Placement. As of March 31, 2024 and 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and subsequently share in the earnings of the Company. The following table reflects the calculation of basic and diluted net loss per ordinary share. For the three months ended March 31, March 31, 2024 2023 Class A Redeemable ordinary shares Numerator: Allocation of net income, as adjusted $ 469,111 $ — Denominator: Basic and diluted weighted average shares outstanding 10,000,000 — Basic and diluted net income per Class A Ordinary Share $ 0.05 $ — Class B Non-redeemable ordinary shares Numerator: Allocation of net income, as adjusted $ 301,267 $ (353,356) Denominator: Basic and diluted weighted average shares outstanding 6,422,078 6,422,078 Basic and diluted net income per Class B Ordinary Shares $ 0.05 $ (0.06) Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes and penalties as of March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2024 and 2023. Investments held in Trust Account At March 31, 2024 and 2023, the Company had $103,003,819 and $0 in investments held in the Trust Account, respectively. The Company’s portfolio of investments held in the Trust Account are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurement Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Instruments The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging”. Under ASC 815-40 the Public Warrants and the Private Placement Warrants meet the criteria for equity treatment and as such will be recorded in shareholders’ deficit. If the warrants no longer meet the criteria for equity treatment, they will record as a liability and remeasured each period with changes recorded in the statement of operations. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity- linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing what impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. This ASU will be effective for the annual period ending December 31, 2025. The Company is currently assessing what impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows. Recently Adopted Accounting Standards On January 1, 2023, the Company adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This guidance was issued to provide financial statement users with more useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. Specifically, this guidance requires entities to utilize a new “expected loss” model as it relates to financial instruments and receivables. The adoption of ASU 2016-13 did not have any impact to the Company’s financial position, results of operations or cash flows. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended |
Mar. 31, 2024 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 10,000,000 Units at a price of $10.00 per Unit. Each Unit will consist of one share of Class A ordinary shares and one-half |
PRIVATE PLACEMENTS
PRIVATE PLACEMENTS | 3 Months Ended |
Mar. 31, 2024 | |
PRIVATE PLACEMENTS | |
PRIVATE PLACEMENTS | NOTE 4 — PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,490,535 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($8,490,535) from the Company in a private placement. Each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions. |
RELATED PARTIES
RELATED PARTIES | 3 Months Ended |
Mar. 31, 2024 | |
RELATED PARTIES | |
RELATED PARTIES | NOTE 5 — RELATED PARTIES Founder Shares On December 8, 2021, the Sponsor received 6,870,130 of the Company’s Class B ordinary shares (the “Founder Shares”) in exchange for a payment $25,000 of offering costs made on behalf of the Company. On April 1, 2022, the Sponsor transferred a total of 850,000 Class B ordinary shares to certain of the Company’s officers and directors. These 850,000 shares are not subject to forfeiture in the event the forward purchaser elects to terminate or reduce its commitment to purchase the agreed forward purchase securities pursuant to the forward purchase agreement (see Note 6). Management has determined that the fair market value for the Founder Shares ($4,564,500 or $5.37 per share) should be disclosed as unrecognized, non-employee, equity-based compensation as of the transfer date. The non-employee, equity-based compensation component of these transactions will be recognized at the time of a business combination, if any. On October 10, 2023, the underwriter informed the Company that it will not be exercising the over-allotment option. As a result, the Sponsor forfeited an aggregate of 448,052 Class B ordinary shares of the Company, par value $0.0001 per share. Such forfeited shares were cancelled by the Company prior to the consummation of the Initial Public Offering. 3,435,065 Founder Shares are subject to forfeiture immediately prior to the closing of the Company’s initial business combination depending on the amount of the proceeds received under the forward purchase agreement, or in the event of our liquidation and subsequent dissolution. The number of the Founder Shares outstanding, which includes 3,435,065 Class B ordinary shares issued in connection with the forward purchase agreement. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $11.50 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. General and Administrative Services Commencing on August 1, 2021, the Company has agreed to pay the Sponsor a total of $300,000 for office space, utilities and secretarial and administrative support for up to 24 months. On January 1, 2023, the agreement was amended to extend the term through 36 months with no change in the fee. Beginning January 1, 2023, the Company will amortize the remaining balance of prepaid administrative support fees over the new remaining period. The Company prepaid $300,000 for these support fees in 2021, of which $18,425 remains at March 31, 2024. As of March 31, 2024 and December 31, 2023, total expense recognized on the amortization of these fees was $13,815 and $105,260. Promissory Notes — Related Party In 2022 and 2023, the Sponsor issued unsecured promissory notes to the Company (the “Promissory Notes”), pursuant to which the Company may borrow up to an aggregate principal amount of up to $3,750,000. The Promissory Notes are non-interest bearing and payable on the earlier of (i) December 31, 2023, or (ii) the consummation of the Initial Public Offering. At the closing of the Initial Public Offering, proceeds of $3,750,000 were used to pay the outstanding balance of the promissory notes. As of March 31, 2024, there was no amount outstanding under the Promissory Notes. There were promissory notes of $2,750,000 outstanding as of December 31, 2022. As of October 11, 2023, there was no amount outstanding under the Promissory Notes. At the closing of the Initial Public Offering, proceeds of $3,750,000 were used to pay the outstanding balance of the promissory notes. Related Party Loans On March 29, 2024, the Sponsor advanced the Company $3,500 for working capital purposes. The advances are non-interest bearing and are due on demand. This related party transaction is included on the accompanying balance sheet as a related party payable. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of March 31, 2024 and December 31, 2023, there were no amounts outstanding under the Working Capital Loans. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On October 10, 2023, the underwriter informed the Company that it will not be exercising the over-allotment option. As a result, the Sponsor forfeited an aggregate of 448,052 Class B ordinary shares of the Company, par value $0.0001 per share. Such forfeited shares were cancelled by the Company prior to the consummation of the Initial Public Offering. The Company paid the underwriters a cash underwriting discount of $0.20 per Unit, or $2,000,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, the underwriters is entitled to a deferred fee of $0.35 per Unit, or $3,500,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Forward Purchase Agreement SparkLabs Group Management, LLC (“forward purchaser”), an accredited institutional investor affiliated with the Sponsor, has entered into a forward purchase agreement with the Company that provides for the purchase by the forward purchaser of forward purchase units for an aggregate purchase price of at least $115,000,000 in a private placement to close concurrently with the closing of our initial business combination. The forward purchaser may purchase less than $115,000,000 worth of forward purchase units in accordance with the terms of the forward purchase agreement. In addition, the forward purchaser may terminate its commitment under the forward purchase agreement at any time before the closing of the Company’s initial business combination. Accordingly, if the forward purchaser exercises its right to terminate its commitment to purchase any forward purchase securities, the Company will not receive any of the amount of proceeds under the forward purchase agreement and all of the 3,435,065 Class B ordinary shares will then be forfeited prior to the closing of the Company’s initial business combination. The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders. The forward purchase shares will be identical to the shares of Class A ordinary stock included in the Units being sold in the Initial Public Offering, except that they will be subject to transfer restrictions and registration rights. |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 3 Months Ended |
Mar. 31, 2024 | |
SHAREHOLDERS' DEFICIT | |
SHAREHOLDERS' DEFICIT | NOTE 7 — SHAREHOLDERS’ DEFICIT Preferred Shares — Class A Ordinary Shares — Class B Ordinary Shares — The Founder Shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if we do not consummate an initial business combination) at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, at most 23% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total converted Class A ordinary shares to be sold pursuant to the forward purchase agreement. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2024 | |
Warrants | |
Warrants | NOTE 8 — WARRANTS There were 13,490,535 warrants outstanding as of March 31, 2024 which consists of 8,490,535 private and 5,000,000 public warrants. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A ordinary share pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A ordinary shares is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed. Notwithstanding the above, if the Class A ordinary share is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Share of Class A ordinary share Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon a minimum of 30 days ’ prior written notice of redemption, or the 30 - day redemption period to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 10 trading days within a 20- trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. In addition, if (x) the Company issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at a Newly Issued Price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by its board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of its initial business combination on the date of the completion of its initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2024 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9 — FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value at March 31, 2024 and 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, March 31, Description Level 2024 Level 2023 Assets: Investments held in Trust Account 1 $ 103,003,819 1 $ — In accordance with the Company’s investment management trust agreement, investments held in trust consist only of money market mutual funds invested solely in direct U.S. treasury obligations, which is considered a Level 1 measurement. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. During the three months ended March 31, 2024 and 2023, there were no transfers into or out of Level 3 . |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through May 10, 2024, the date that the financial statements issued. Based upon this review, except as noted below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. For the year ended December 31, 2023, offering costs of $364,639 associated with the Class A ordinary shares were charged to shareholders’ deficit upon the completion of the Initial Public Offering. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption As discussed in Note 3, all of the 10,000,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including shares of Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001. Accordingly, at March 31, 2024 and 2023, the 10,000,000 and 0, respectively, Class A ordinary shares subject to possible redemption in the amount of $103,003,819 and $0 at redemption value per Public Share are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. As of March 31, 2024, the amount of Class A ordinary shares reflected on the balance sheet are reconciled in the following table: March 31, 2024 Beginning balance, January 1, 2024 $ 101,677,510 Plus: Remeasurement adjustment on redeemable ordinary shares 1,326,309 Class A ordinary shares subject to possible redemption, March 31, 2024 $ 103,003,819 |
Net Loss per Ordinary Share | Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the year. The Company applies the two-class method in calculating earnings per share. The remeasurement adjustment associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the Private Placement. As of March 31, 2024 and 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and subsequently share in the earnings of the Company. The following table reflects the calculation of basic and diluted net loss per ordinary share. For the three months ended March 31, March 31, 2024 2023 Class A Redeemable ordinary shares Numerator: Allocation of net income, as adjusted $ 469,111 $ — Denominator: Basic and diluted weighted average shares outstanding 10,000,000 — Basic and diluted net income per Class A Ordinary Share $ 0.05 $ — Class B Non-redeemable ordinary shares Numerator: Allocation of net income, as adjusted $ 301,267 $ (353,356) Denominator: Basic and diluted weighted average shares outstanding 6,422,078 6,422,078 Basic and diluted net income per Class B Ordinary Shares $ 0.05 $ (0.06) |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes and penalties as of March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2024 and 2023. |
Investments held in Trust Account | Investments held in Trust Account At March 31, 2024 and 2023, the Company had $103,003,819 and $0 in investments held in the Trust Account, respectively. The Company’s portfolio of investments held in the Trust Account are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurement |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Warrant Instruments | Warrant Instruments The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging”. Under ASC 815-40 the Public Warrants and the Private Placement Warrants meet the criteria for equity treatment and as such will be recorded in shareholders’ deficit. If the warrants no longer meet the criteria for equity treatment, they will record as a liability and remeasured each period with changes recorded in the statement of operations. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity- linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing what impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. This ASU will be effective for the annual period ending December 31, 2025. The Company is currently assessing what impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards On January 1, 2023, the Company adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This guidance was issued to provide financial statement users with more useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. Specifically, this guidance requires entities to utilize a new “expected loss” model as it relates to financial instruments and receivables. The adoption of ASU 2016-13 did not have any impact to the Company’s financial position, results of operations or cash flows. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Amount of Class A Ordinary Shares Reflected on the balance sheet | March 31, 2024 Beginning balance, January 1, 2024 $ 101,677,510 Plus: Remeasurement adjustment on redeemable ordinary shares 1,326,309 Class A ordinary shares subject to possible redemption, March 31, 2024 $ 103,003,819 |
Schedule of Basic and Diluted Net Loss Per Ordinary Share | For the three months ended March 31, March 31, 2024 2023 Class A Redeemable ordinary shares Numerator: Allocation of net income, as adjusted $ 469,111 $ — Denominator: Basic and diluted weighted average shares outstanding 10,000,000 — Basic and diluted net income per Class A Ordinary Share $ 0.05 $ — Class B Non-redeemable ordinary shares Numerator: Allocation of net income, as adjusted $ 301,267 $ (353,356) Denominator: Basic and diluted weighted average shares outstanding 6,422,078 6,422,078 Basic and diluted net income per Class B Ordinary Shares $ 0.05 $ (0.06) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
FAIR VALUE MEASUREMENTS | |
Schedule of Assets and Liabilities that are Measured at Fair Value | March 31, March 31, Description Level 2024 Level 2023 Assets: Investments held in Trust Account 1 $ 103,003,819 1 $ — |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (Details) | 3 Months Ended | |||
Oct. 11, 2023 USD ($) $ / shares shares | Oct. 10, 2023 $ / shares shares | Mar. 31, 2024 USD ($) item $ / shares shares | Dec. 31, 2023 $ / shares | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | ||||
Condition for future business combination number of businesses minimum | item | 1 | |||
Purchase price, per unit | $ / shares | $ 10 | |||
Underwriting fees | $ 2,000,000 | |||
Deferred underwriting fees | 3,500,000 | |||
Remaining net tangible assets | $ 5,000,001 | |||
Threshold percentage of public shares subject to redemption without prior consent of the Company | 15% | |||
Obligation to redeem Public Shares if entity does not complete a business combination (as a percent) | 100% | |||
Maximum interest to pay for dissolution expenses | $ 100,000 | |||
Operating bank account | 932,714 | |||
Amount in trust account | 103,003,819 | |||
Working capital | $ 621,857 | |||
Class A ordinary shares | ||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Class B ordinary shares | ||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
IPO | ||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | ||||
Purchase price, per unit | $ / shares | $ 10 | |||
Offering costs incurred | $ 6,590,678 | |||
Underwriting fees | 2,000,000 | |||
Deferred underwriting fees | 3,500,000 | |||
Other costs | $ 1,090,678 | |||
IPO | Sponsor | ||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | ||||
Purchase price, per unit | $ / shares | $ 10.05 | |||
IPO | Class A ordinary shares | ||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | ||||
Purchase price, per unit | $ / shares | $ 10 | |||
Proceeds from issuance initial public offering | $ 100,000,000 | |||
IPO | Class A ordinary shares | Sponsor | ||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | ||||
Number of units issued | shares | 10,000,000 | |||
IPO | Class B ordinary shares | Sponsor | ||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | ||||
Shares subject to forfeiture | shares | 448,052 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
IPO | Private Placement Warrants | ||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | ||||
Number of warrants issued | shares | 8,490,535 | |||
Price of warrant | $ / shares | $ 1 | |||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80% | |||
Threshold percentage of outstanding voting securities of target to be acquired by post transaction company to complete business combination | 50% | |||
IPO | Public shareholders | ||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | ||||
Purchase price, per unit | $ / shares | $ 10.05 | |||
Private Placement | Related Party | ||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | ||||
Number of warrants issued | shares | 8,490,535 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Deferred Offering Costs | $ 364,639 | ||
Remaining net tangible assets | $ 5,000,001 | ||
Unrecognized Tax Benefits | 0 | 0 | |
Accrued interest and penalties related to unrecognized tax benefits | 0 | 0 | |
Cash equivalents | 0 | 0 | |
Investments held in Trust Account | $ 103,003,819 | $ 101,677,510 | $ 0 |
Class A ordinary shares | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Sale public offering (in Shares) | 10,000,000 | ||
Class A ordinary shares subject to possible redemption | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Temporary equity shares outstanding (in shares) | 10,000,000 | 10,000,000 | 0 |
Subject to possible redemption amount | $ 103,003,819 | $ 101,677,510 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Amount of Class A Ordinary Shares Reflected on the Balance Sheet (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Remeasurement of Class A ordinary shares to redemption value | $ (1,326,309) |
Class A Common Stock Subject To Possible Redemption | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Beginning balance | 101,677,510 |
Remeasurement of Class A ordinary shares to redemption value | 1,326,309 |
Ending balance | $ 103,003,819 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Basic and Diluted Net Loss Per Ordinary Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Class A Redeemable ordinary shares | ||
Accounting Policy [Line Items] | ||
Numerator: Allocation of net income, as adjusted | $ 469,111 | |
Weighted average shares outstanding basic (in shares) | 10,000,000 | |
Basic net income per share | $ 0.05 | |
Class B Non-redeemable ordinary shares | ||
Accounting Policy [Line Items] | ||
Numerator: Allocation of net income, as adjusted | $ 301,267 | $ (353,356) |
Weighted average shares outstanding basic (in shares) | 6,422,078 | 6,422,078 |
Basic net income per share | $ 0.05 | $ (0.06) |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Oct. 11, 2023 | Mar. 31, 2024 |
Initial Public Offering [Line Items] | ||
Purchase price, per unit | $ 10 | |
IPO | ||
Initial Public Offering [Line Items] | ||
Purchase price, per unit | $ 10 | |
IPO | Public Warrant | ||
Initial Public Offering [Line Items] | ||
Number of warrants in a unit | 1.5 | |
IPO | Class A ordinary shares | ||
Initial Public Offering [Line Items] | ||
Purchase price, per unit | $ 10 | |
Number of shares in a unit | 1 | |
IPO | Class A ordinary shares | Public Warrant | ||
Initial Public Offering [Line Items] | ||
Number of units issued | 10,000,000 | |
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 |
PRIVATE PLACEMENTS (Details)
PRIVATE PLACEMENTS (Details) - Private Placement - Related Party | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
PRIVATE PLACEMENTS | |
Number of warrants issued | shares | 8,490,535 |
Proceeds from issuance of warrants | $ | $ 8,490,535 |
Exercise price of warrants | $ 1 |
Completion of an initial business combination | 30 days |
Class A ordinary shares | |
PRIVATE PLACEMENTS | |
Exercise price of warrants | $ 11.50 |
RELATED PARTIES - Founder Share
RELATED PARTIES - Founder Shares (Details) - USD ($) | 3 Months Ended | ||||
Dec. 08, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | Oct. 10, 2023 | Apr. 01, 2022 | |
Class B ordinary shares | |||||
RELATED PARTIES | |||||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common shares shares issued (in shares) | 6,422,078 | 6,422,078 | |||
Founder Shares | Certain officers and directors | |||||
RELATED PARTIES | |||||
Fair market value of founder shares | $ 4,564,500 | ||||
Fair marker value of founder shares (in dollars per share) | $ 5.37 | ||||
Founder Shares | Class B ordinary shares | |||||
RELATED PARTIES | |||||
Number of shares forfeited | 448,052 | ||||
Common shares, par value (in dollars per share) | $ 0.0001 | ||||
Number of shares subject to forfeiture | 3,435,065 | ||||
Common shares shares issued (in shares) | 3,435,065 | ||||
Founder Shares | Sponsor | |||||
RELATED PARTIES | |||||
Share Price | $ 11.50 | ||||
Threshold number of trading days for stock price trigger | 20 days | ||||
Threshold number of consecutive trading days for stock price trigger | 30 days | ||||
Founder Shares | Sponsor | Class B ordinary shares | |||||
RELATED PARTIES | |||||
Number of shares issued | 6,870,130 | ||||
Aggregate purchase price | $ 25,000 | ||||
Founder Shares | Sponsor | Class B ordinary shares | Certain officers and directors | |||||
RELATED PARTIES | |||||
Number of shares transferred | 850,000 | ||||
Number of shares not subjected to forfeiture | 850,000 |
RELATED PARTIES - Additional In
RELATED PARTIES - Additional Information (Details) - USD ($) | 3 Months Ended | |||||||
Mar. 29, 2024 | Oct. 11, 2023 | Aug. 01, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party | Unsecured promissory notes | ||||||||
RELATED PARTIES | ||||||||
Outstanding promissory notes | $ 0 | $ 2,750,000 | ||||||
Promissory note payable - Sponsor | $ 0 | |||||||
Proceeds from issuance initial public offering | 3,750,000 | |||||||
Related Party | General and Administrative Services | Unsecured promissory notes | ||||||||
RELATED PARTIES | ||||||||
Aggregate principal amount | $ 3,750,000 | $ 3,750,000 | ||||||
Outstanding promissory notes | $ 3,750,000 | |||||||
Sponsor | Working capital loans | ||||||||
RELATED PARTIES | ||||||||
Debt conversion instrument amount | $ 1,500,000 | |||||||
Exercise price of warrants | $ 1 | |||||||
Working capital loans outstanding | $ 0 | $ 0 | ||||||
Sponsor | General and Administrative Services | Office space | ||||||||
RELATED PARTIES | ||||||||
Payment of rent | $ 300,000 | |||||||
Prepaid support fees | 18,425 | $ 300,000 | ||||||
AdjustmentForAmortization | $ 13,815 | $ 105,260 | ||||||
Sponsor | Working capital loans | ||||||||
RELATED PARTIES | ||||||||
Advance of loan by sponsor | $ 3,500 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 3 Months Ended | ||
Oct. 10, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | |||
Granted underwriters option term | 45 days | ||
Underwriters cash discount per unit | $ 0.20 | ||
Underwriting fees | $ 2,000,000 | ||
Underwriters deferred fee per unit | $ 0.35 | ||
Deferred underwriting fees | $ 3,500,000 | ||
Forward purchase agreement | |||
COMMITMENTS AND CONTINGENCIES | |||
Aggregate purchase price | $ 115,000,000 | ||
Class B ordinary shares | |||
COMMITMENTS AND CONTINGENCIES | |||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Class B ordinary shares | Forward purchase agreement | |||
COMMITMENTS AND CONTINGENCIES | |||
Number of shares forfeited | 3,435,065 | ||
Over-allotment option | |||
COMMITMENTS AND CONTINGENCIES | |||
Number of units issued | 1,500,000 | ||
Over-allotment option | Sponsor | Class B ordinary shares | |||
COMMITMENTS AND CONTINGENCIES | |||
Number of shares forfeited | 448,052 | ||
Common shares, par value (in dollars per share) | $ 0.0001 |
SHAREHOLDERS' DEFICIT - Additio
SHAREHOLDERS' DEFICIT - Additional Information (Details) - $ / shares | 3 Months Ended | |||
Oct. 10, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | |
SHAREHOLDERS' DEFICIT | ||||
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preference shares, shares authorized (in shares) | 5,000,000 | 5,000,000 | ||
Preference shares, share issued (in shares) | 0 | 0 | ||
Preference shares, share outstanding (in shares) | 0 | 0 | ||
Converted basis percentage | 23% | |||
Class A ordinary shares | ||||
SHAREHOLDERS' DEFICIT | ||||
Common stock vote for each share | one | |||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Class A ordinary shares subject to possible redemption | ||||
SHAREHOLDERS' DEFICIT | ||||
Temporary Equity, Shares Outstanding | 10,000,000 | 10,000,000 | 0 | |
Class A ordinary shares not subject to possible redemption | ||||
SHAREHOLDERS' DEFICIT | ||||
Common shares shares issued (in shares) | 0 | 0 | ||
Common shares, shares outstanding (in shares) | 0 | 0 | ||
Class B ordinary shares | ||||
SHAREHOLDERS' DEFICIT | ||||
Common stock vote for each share | one | |||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common shares shares issued (in shares) | 6,422,078 | 6,422,078 | ||
Common shares, shares outstanding (in shares) | 6,422,078 | 6,422,078 | ||
Class B ordinary shares | Forward purchase agreement | ||||
SHAREHOLDERS' DEFICIT | ||||
Shares subject to forfeiture | 3,435,065 | |||
Class B ordinary shares | Over-allotment option | Sponsor | ||||
SHAREHOLDERS' DEFICIT | ||||
Common shares, par value (in dollars per share) | $ 0.0001 | |||
Class B ordinary shares | IPO | Sponsor | ||||
SHAREHOLDERS' DEFICIT | ||||
Common shares, par value (in dollars per share) | $ 0.0001 | |||
Shares subject to forfeiture | 448,052 |
Warrants (Details)
Warrants (Details) | 3 Months Ended | |
Mar. 31, 2024 D item $ / shares shares | Dec. 31, 2023 shares | |
Warrants | ||
Purchase price, per unit | $ 10 | |
Warrant | ||
Warrants | ||
Warrants outstanding | shares | 13,490,535 | 13,490,535 |
Fractional warrants issued upon separation of units | 0 | |
Warrant exercisable in cash or cashless | item | 0 | |
Number of business days after the closing of a Business Combination | D | 20 | |
Number of business days following a Business Combination to have declared effective | D | 60 | |
Term of written notice of warrant redemption | 30 days | |
Warrant redemption term to each warrant holder | 30 days | |
Number of trading days | D | 20 | |
Trading day period, company sends notice | D | 3 | |
Total equity proceeds (as a percent) | 60% | |
Market value and newly issued price (as a percent) | 115% | |
Redemption trigger price per share | $ 18 | |
Market value and newly issued price adjusted to redemption trigger price (as a percent) | 180% | |
Warrant | Minimum | ||
Warrants | ||
Number of trading days | D | 10 | |
Market value per share | $ 9.20 | |
Warrant | Class A ordinary shares | ||
Warrants | ||
Price per Share | 18 | |
Purchase price, per unit | $ 9.20 | |
Warrant | After completion of Business Combination | ||
Warrants | ||
Term of warrants | 30 days | |
Warrant | From the closing of the Proposed Public Offering | ||
Warrants | ||
Term of warrants | 12 months | |
Public Warrant | ||
Warrants | ||
Warrants outstanding | shares | 5,000,000 | |
Price of warrant | $ 0.01 | |
Public Warrant | After completion of a Business Combination or earlier upon redemption or liquidation | ||
Warrants | ||
Term of warrants | 5 years | |
Private warrant | ||
Warrants | ||
Warrants outstanding | shares | 8,490,535 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
FAIR VALUE MEASUREMENTS | |||
Investments held in Trust Account | $ 103,003,819 | $ 0 | $ 101,677,510 |
Level 1 | |||
FAIR VALUE MEASUREMENTS | |||
Investments held in Trust Account | 103,003,819 | ||
Level 3 | |||
FAIR VALUE MEASUREMENTS | |||
Transfer of levels | $ 0 | $ 0 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 770,378 | $ (353,356) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |